Prom Night
by inthecompanyoflove
Summary: W/E. After Will takes Emma to prom, they fulfill every girl's prom night fantasy. W/E first time, tender and sweet. Reviews are always appreciated!


"Never went to prom, what? Really?"

Emma blushed and looked down at her lunch: a peanut butter and jelly sandwich, cut in half, with the crusts still on, a baggy of red grapes rinsed only once, and a homemade peanut butter cookie. She shrugged before glancing back up at Will and giving him a small smile.

"Really…Unlike you, I wasn't mister popular in high school," she teased gently, winking.

Will chuckled and rolled his eyes, biting into his half of her sandwich, to which she raised her eyebrows. "Did someone forget their lunch box in their classroom?" She nudged her foot against his calf beneath the table and he bowed his head, grinning in mock-shame.

"Someone was too distracted to remember a little thing like food," he replied, wiping the extra jelly off of his lips with one of her folded wet wipes.

"Oh? Distracted by what?"

"Well…" Will started slowly, eyes and smile suddenly serious. Emma's eyes widened and she paused with another grape midway to her mouth – did something bad actually happen? Was there trepidation ahead?

"You see… I've had something on my mind the past few days…" Will trailed off and took another bite of the sandwich, taking his time to chew and swallow before continuing. "There's this girl, you know, she's really great and I think she might like me a little bit…" Emma smiled, realizing he was at least partially teasing her, "and I have this question for her, but I think I'm too afraid she'll say no to ask it…" He shrugged and looked away, trying to hide his smile.

"Ask her!" Emma chirped excitedly and they both burst into laughter.

"Emma Pillsbury," he said, reaching across the small cafeteria table to take her hands, "Will you go to prom with me?"

Emma gasped and giggled, nodding her head yes. "Good,' Will said, kissing her palms gently, "Because I already told Figgans we'd chaperone."

Prom was a blur. Will held Emma close during all of the slow dances, cradling her slim body against his as they swayed to the music. He knew they should have probably paid a little more attention to the kids, but he couldn't keep his eyes off of Emma's sweet, blushing face so close to his in the dim lighting. They slipped out before clean up and drove back to their apartment holding hands over the console and glancing at each other like teenagers recently in love.

"I know I'm supposed to give you this before prom starts," Will started suddenly as Emma was putting away her shoes, "but I didn't want to risk it getting smooshed in the crowds..."

Emma turned and put her hands to her mouth as she saw Will on one knee, holding out a small container: a red rose corsage on a strap with tiny pearls beamed back up at her and she could only smile and nod, biting back tears. He stood quickly and wrapped her into a thick hug, rubbing her back and laughing lightly.

"Emma, Emma, Emma, no tears tonight! It's your prom night, right?" He kissed the top of her head and slid the corsage onto her wrist, admiring how even the smallest band size was a little loose on her petite bones.

Emma nodded rapidly, blushing. "I love you, Will… Thank you for making tonight special for me," She whispered and he leaned down to kiss her.

The next two hours were brief yet elongated, full of little moments of anticipation for what they both knew was coming. They showered together, Will taking care to massage Emma's scalp and Emma rinsing Will's body twice with her favorite lavender wash. When Emma dried her hair, folding her curls under with a round brush, Will sat on the edge of the tub and stared; she blushed and told him to go to bed, but he stayed, transfixed by her beauty and grace. When they crawled into bed they turned to each other with wide eyes and nervous smiles.

"You know… There's no pressure, Emma… it doesn't have to be tonight," Will reassured her, but Emma shook her head.

"I want it to be tonight," she whispered and before Will could question it he felt her tiny fingers on his stomach, brushing against the contours of his abs.

"Emma…" He gasped, struggling not to squirm beneath her light touch. She took this as a positive sign and scooted closer to him, running her fingertips along his torso until she came to the rim of his boxers, then blushed.

He rolled over so he was angled on top of her and kissed her forehead, then her nose, both her cheeks, then softly on the mouth. "You are so beautiful, Em," he whispered, his voice husky and low. Emma breathed in and out deeply, struggling to keep her eyes open as the sensations overstimulated her trembling body.

He undressed her first, taking care to slip off her nightgown over her head before sliding her panties down her legs. First, he kissed from her nose to her hip bones, whispering against her skin that he wanted to capture every freckle along the way at least once with his lips. She shifted and shivered beneath him, staring up at the ceiling with eyes full of lust and desire. He looked up at her before taking off her panties, making sure he had her permission, and she nodded assuredly. When he spread her legs, they both gasped: her at being seen for the first time, and him at her astounding beauty.

He kissed her hips first, running his fingertips up and down her thighs. "Will," she gasped, slowly entwining her fingers in his curls, massaging her tips into his scalp. He kissed circles under her stomach and inner thighs until she gasped, "Now, please," and he used his tongue and lips to kiss her warm, soft core.

She had her first orgasm that way, and a second quickly to follow, as she squirmed and shook beneath his ministrations. He was diligent and dedicated, wanting to make sure her pleasure came before his own. When he kissed back up her stomach, she grabbed his face and brought his up to hers, kissing him hard on the mouth – Will was surprised, afraid she would be disgusted at her own taste, but it seemed to only excite her more.

"I'm ready," she whispered, looking up at him with wide eyes full of trust and love. He nodded and reached for a condom, moving slowly in case she wanted to change her mind.

"I really do love you, Em," he whispered as he lay on top of her, making sure to stare deep into her eyes. "I love you, too, Will," she breathed, wrapping her arms around his neck. "I… I trust you, and I love you… and I want to share this with you," she whispered and within moments he was pushing his way into her and she grimaced and stiffened and then he was inside and everything felt different.

He moved slowly – almost painfully so – to make sure that she was comfortable. The feeling of him filling her fascinated her and at first she concentrated on the logistics of sex, but before long he was massaging her breasts, kissing her neck, and his fingers were straying to between her legs and she was feeling bursts of pleasure and warmth otherwise unknown to her and it wasn't long – much to Will's chagrin – before they both climaxed and lay on top of each other, panting and exhausted.

"Are you okay, Em? Did I hurt you?" Will panted, lifting himself to look at her face. She looked content and dreamy, a fine layer of sweat across her forehead. She nodded and leaned up to kiss him softly on the mouth. "You were perfect," she whispered, and he dropped his head in the cook of her neck. "I can feel your pulse like this," he whispered and she let out a small breath of air, squeezing him close to her. "Now you can feel all of me, always," she whispered, and he rose to kiss her mouth once again.


End file.
